Common use of Termination Due to Loss of Funding Clause in Contracts

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX XXXX X. XXXXXXXXXXXXXXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX XXXXXXX X. XXXXXX‌‌ XXXXX XXXXX X. XXXXXXX Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX XXXXXXX X. XXXXXX XXXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ GENERAL ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § Section 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE Bank Loan Obligations/HPTE O&M Obligations.] ]. Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx PlaceXxxx Xxxxxxxx Xxxxxx, DenverXx. 000, CO 80204 Xxxxxx, XX 00000 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on the sooner to occur of (i) [December 15] following the date on which all payment obligations under the Bank Loan Agreement are satisfied or the Bank Loan Agreement has been refinanced or (ii) [First Payment Due Date] ]; and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:: Attest: EXHIBIT B Bank Loan Agreement (Attached) XXXXXXX AND XXXXXX DRAFT 01/13/16 LOAN AGREEMENT between COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, as Borrower and BANK OF AMERICA, N.A., as Lender Dated as of January , 2016 3900418 01 21.docx 4163291 TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I DEFINITIONS 1

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:: Attest: I-70 WESTBOUND PEAK-PERIOD SHOULDER LANE INTRA-AGENCY AGREEMENT‌‌ THIS INTRA-AGENCY AGREEMENT (this “Agreement”) is made this day of , 2019 by and between the STATE OF COLORADO for the use and benefit of the COLORADO DEPARTMENT OF TRANSPORTATION (“CDOT”) and the COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a government-owned business and a division of CDOT (“HPTE”). CDOT and HPTE are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE _$ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “"Maker”") subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “"Holder”") the principal sum of up to $[Principal Amount]4,000,000.00, with interest from date at the rate [Interest Rate]% 3.5% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: Subject to the requirements of the Financing Agreements, Maker shall pay to the Lender of the Outstanding Amount of the Loan on the Maturity Date. The Maker shall make equal installments of $[Payment Amount] be credited for any payments made prior to the Lender each [Payment Period] beginning on [First Payment Due Date] Maturity Date and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference the interest due shall also be updated to the agreed repayment schedule]reflect such payments. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:Its Attest: EXHIBIT A C-470 EXPRESS LANES PROJECT CDOT BACKUP O&M LOAN DRAWS AND ANTICIPATED AMORTIZATION Effective Date Interest Rate: 6/30/2023 3.50% Period Ending Beginning Balance Disbursements1 Interest Accrued Interest Paid2 Principal Paid3 Total Payments Ending Balance 6/30/2023 - 850,000 - - - 850,000 6/30/2024 850,000 3,150,000 29,750 (29,750) (29,750) 4,000,000 6/30/2025 4,000,000 140,000 (140,000) (140,000) 4,000,000 6/30/2026 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2027 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2028 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2029 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2030 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2031 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2032 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2033 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2034 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2035 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2036 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2037 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2038 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2039 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2040 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2041 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2042 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2043 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2044 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2045 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2046 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2047 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2048 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2049 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2050 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2051 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2052 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2053 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2054 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2055 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2056 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2057 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2058 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2059 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2060 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2061 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2062 4,000,000 - 140,000 (140,000) (140,000) 4,000,000 6/30/2063 4,000,000 - 140,000 (140,000) (4,000,000) (4,140,000) - 6/30/2064 - - - - - - 6/30/2065 - - - - - - 6/30/2066 - - - - - - 6/30/2067 - - - - - - 6/30/2068 - - - - - - 6/30/2069 - - - - - - 6/30/2070 - - - - - - Total 4,000,000 5,489,750 (5,489,750) (4,000,000) (9,489,750) Notes 1 Anticipated loan disbursements as of June 2023; amounts to be updated in accordance with actual draws.

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:: Attest: AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING (MOU) By and between the FEDERAL HIGHWAY ADMINISTRATION, UNITED STATES DEPARTMENT OF TRANSPORATION (Division) AND COLORADO DEPARTMENT OF TRANSPORTATION (CDOT) AND COLORADO HIGH-PERFORMANCE TRANSPORTATION ENTERPRISE (HPTE)

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Followspage follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor By: XXXXXXXX X. XXX Executive Director DEPARTMENT OF TRANSPORTATION COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director XXXXXX HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ [TITLE] ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § C.R.S. Section 00-00-000, C.R.S. 000 requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ $___________________ ____________________ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] ]; and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX XXXX X. XXXXXXXXXXXXXXXXX, Governor TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX XXXXXXX X. XXXXXX‌‌ XXXXX XXXXX X. XXXXXXX Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX XXXXXXX X. XXXXXX XXXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ GENERAL ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § Section 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE Bank Loan Obligations/HPTE O&M Obligations.] ]. Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx PlaceXxxx Xxxxxxxx Xxxxxx, DenverXx. 000, CO 80204 Xxxxxx, XX 00000 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on the sooner to occur of (i) [December 15] following the date on which all payment obligations under the Bank Loan Agreement are satisfied or the Bank Loan Agreement has been refinanced or (ii) [First Payment Due Date] ]; and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:: Attest: EXHIBIT B Bank Loan Agreement (Attached) Xxxxxxx and Xxxxxx Draft 01/13/16 Loan Agreement between Colorado High Performance Transportation Enterprise, as Borrower and Bank of America, N.A., as Lender Dated as of January , 2016 3900418 01 21.docx 4163291 Table of Contents Section Heading Page Article I Definitions 1

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX XXXX X. XXXXXXXXXXXXXXXXX, Governor TRANSPORTATION ENTERPRISE ENTERPRISE‌ By: By: XXXXXXXX XXX XXXXXXXX XXXXXXX X. XXXXXX‌‌ XXXXX XXXXX X. XXXXXXX‌ Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION TRANSPORTATION‌ APPROVED: XXXXXX XXXXXXX X. XXXXXX XXXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § Section 00-00-000, C.R.S. requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx PlaceXxxx Xxxxxxxx Xxxxxx, DenverXx. 000, CO 80204 Xxxxxx, XX 00000 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its:

Termination Due to Loss of Funding. The parties hereto expressly recognize that the Loan is made to the Borrower with State funds which are available to the Lender for the purposes of making a loan for the purposes described herein, and therefore, the Borrower expressly understands and agrees that all its rights, demands and claims to a loan arising under this Agreement are contingent upon availability of such funds to the Lender. In the event that such funds or any part thereof are not available to the Lender, the Lender may immediately terminate or amend this Agreement. [Signature Page Followspage follows.] STATE OF COLORADO COLORADO HIGH PERFORMANCE XXXXX X. XXXXX, Governor By: XXXXXXXX X. XXX Executive Director DEPARTMENT OF TRANSPORTATION COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: By: XXXXXXXX XXX XXXXXXXX X. XXXXXX‌‌ Executive Director XXXXXX HPTE Director DEPARTMENT OF TRANSPORTATION APPROVED: XXXXXX X. XXXXXX Attorney General By: ASSISTANT ATTORNEY GENERAL‌ [TITLE] ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER § C.R.S. Section 00-00-000, C.R.S. 000 requires that the State Controller to approve all agreements. This Agreement is not valid until the State Controller, or such assistant as he may delegate, has signed it. STATE CONTROLLER Xxxxxx Xxxxx, CPA, MBA, JD By: Date: [Signature page to CDOT Backup Loan Agreement for Payment of HPTE O&M Obligations.] Attachment 1 NOTE $ For VALUE RECEIVED, THE COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE (the “Maker”) subject to and in accordance with a Loan Agreement dated the [Date], promises to pay to the Colorado Department of Transportation (the “Holder”) the principal sum of $[Principal Amount], with interest from date at the rate [Interest Rate]% per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America at 0000 X. Xxxxxx Place, Denver, CO 80204 or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: The Maker shall make equal installments of $[Payment Amount] to the Lender each [Payment Period] beginning on [First Payment Due Date] ]; and continuing each [Payment Period] thereafter for [Number of Payments] consecutive [Payment Periods]. [Or replace by reference to the agreed repayment schedule]. COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE By: Its: